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HomeMy WebLinkAboutResolutions - 1994.05.26 - 24231IC SERVICES C /-(4 RENCE A. OBRECHT, Chairperson May 26, 1994 MISCELLANEOUS RESOLUTION # 94162 BY: PUBLIC SERVICES COMMITTEE, LAWRENCE A. OBRECHT, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - CONTRACT FOR LAW ENFORCEMENT SERVICES AT THE PINE KNOB MUSIC THEATRE AND MEADOWBROOK MUSIC THEATRE 1994/1995 SEASON TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, Arena Associates, Inc., the operators of two summer theatre facilities called The Pine Knob Music Theatre and Meadowbrook Music Theatre, has requested the Oakland County Sheriff's Department to supply Patrol Officers for Law Enforcement Services for the upcoming 1994/1995 season; and WHEREAS, the Sheriff's Department has agreed to supply such Patrol Officers on an availability overtime hourly basis, the number of man-hours to be determined by the Sheriff's Department; and WHEREAS, The County of Oakland shall be reimbursed for such services by Arena Associates at the hourly overtime rates for the 1994/1995 season, as was established by Miscellaneous Resolution #93254. NOW THEREFORE, BE IT RESOLVED, that the Oakland County Board of Commissioners approve the execution of the attached contract consistent with provisions contained therein. Mr. Chairperson, on behalf of the Public/Services Committee, I move the adoption of the foregoing resolution. RE CF - '94 JUN -1 AM :25 CONTRACT FOR PINE KNOB POLICE PROTECTION f 7, This CONTRACT FOR PINE KNOB POLICE PROTECTION (hereattiiritili tbifnFMACt Is Made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "COUNTY"), the OAKLAND COUNTY SHERIFF, JOHN F. NICHOLS, in his official capacity as a Michigan Constitutional Officer, whose address is 1201 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "SHERIFF"), and ARENA ASSOCIATES, INC., a Michigan Corporation, whose address is Palace of Auburn Hills, Two Championship Drive, Auburn Hills, Michigan 48326 (hereafter the "COMPANY"). In this CONTRACT, when the COUNTY and SHERIFF are referred to jointly and collectively, they will be referred to as the "OAKLAND COUNTY SHERIFF'S DEPARTMENT' or, as abbreviated, the "O.C.S.D.". INTRODUCTORY STATEMENTS A. The COMPANY owns and operates an outdoor theater facility located in Independence Township, Michigan, known as the Pine Knob Summer Entertainment Theater (hereafter, and as further defined in Attachment A, CONTRACT DEFINITIONS, "PINE KNOB"); B. During the term of this CONTRACT the COMPANY expects to host, sponsor, present, or otherwise permit PINE KNOB to be used tor numerous 'EVENTS" (as defined in Attachment A) at which the COMPANY anticipates up to 15,000 persons may attend; C. The COMPANY recognizes that at some PINE KNOB EVENTS there may be an increased potential for criminal activity and danger to the public, which requires increased "POLICE PROTECTION" (as defined in Attachment A) services; D. The COMPANY has approached the 0.C.S.D. about the possibility of supplementing existing, limited, local police resources with 0.C.S.D. "DEPUTIES" (as defined in Attachment A) to provide POLICE PROTECTION at certain future PINE KNOB EVENTS; E. The COMPANY, in recognition of the expense to the 0.C.S.D. in providing increased POLICE PROTECTION at certain future PINE KNOB EVENTS, has offered to reimburse the COUNTY for the COUNTY costs incurred in providing DEPUTIES for increased POLICE PROTECTION at PINE KNOB EVENTS; and F. The 0.C.S.D. is agreeable to providing DEPUTIES for supplemental POLICE PROTECTION pursuant to the terms and conditions of this CONTRACT, provided that such POLICE PROTECTION services do not; (a) impair or interfere with the 0.C.S.D.'s ability to meet its other law enforcement responsibilities; (b) result in any 0.C.S.D. loss of operational efficiency or readiness; and/or (c) result in any increased financial burdens or the assumption of any additional liabilities to County taxpayers. THEREFORE, in consideration of these premises (and those contained in the ADDITIONAL ACKNOWLEDGEMENTS, Attachment B), and the promises, agreements, representations, and acknowledgments contained in this CONTRACT and all of the Attachments hereto, it is mutually agreed as follows: 1. The COMPANY, before initiating any contact with the 0.C.S.D., shall consult with the local law enforcement department regarding its ability to provide sufficient law enforcement personnel to meet the anticipated POLICE PROTECTION and law enforcement needs at a particular EVENT and whether 'I i CONTRACT FOR PINE KNOB POLICE PROTECTION supplemental POLICE PROTECTION services from the 0.C.S.D. for PINE KNOB EVENT are desirable and/or necessary. lithe COMPANY concludes that supplemental POLICE PROTECTION services from the 0.C.S.D. are desirable for any EVENT, the COMPANY, through its Events Department personnel, shall contact the SHERIFF or his designated representative to preliminarily discuss: (a) whether or not the SHERIFF anticipated he would be able to assign any DEPUTIES to provide POLICE PROTECTION for any particular EVENT, (b) what number(s), rank(s), of DEPUTIES, and number of hour(s) of overtime work by DEPUTIES would be required, in the SHERIFF'S sole judgment and opinion, to provide adequate POLICE PROTECTION at any particular EVENT; and (c) what would be the estimated "ACTUAL TOTAL COSTS" (as defined in Attachment A) to the COUNTY should the SHERIFF assign DEPUTIES in the number(s), rank(s), and for the hour(s) of overtime the SHERIFF believes necessary to provide POLICE PROTECTION at any particular PINE KNOB EVENT. 2. If after the preliminary discussions described in the preceding Paragraph, the COMPANY determines that: (a) the SHERIFF anticipates he would be able to supplement POLICE PROTECTION for a particular EVENT; (b) the estimated ACTUAL TOTAL COSTS to the COUNTY, if such POLICE PROTECTION was to be provided for a particular EVENT, were consistent with the terms and conditions of this CONTRACT and otherwise acceptable to the COMPANY; and (c) the COMPANY was agreeable to reimbursing the 0.C.S.D. for POLICE PROTECTION services received under the terms of this CONTRACT, then the COMPANY, through any designated COMPANY AGENT(S), shall execute and deliver to the SHERIFF a fully completed copy of Attachment C, the REQUEST FOR PINE KNOB POLICE PROTECTION. 3. The COMPANY agrees by its submission of a fully completed copy of the REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) for any EVENT at the PINE KNOB, that the COMPANY acknowledges and agrees with all of the representations therein and that such REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C), including the AUTHORIZED TOTAL COSTS (as defined in Attachment A) amount shown therein, shall become a part of this CONTRACT and shall in all regards be interpreted and governed by the terms and conditions of this CONTRACT. 4. The COMPANY agrees and acknowledges that the 0.C.S.D. shall neither be expected nor obligated in any manner to provide any POLICE PROTECTION for any EVENT at PINE KNOB prior to its receipt of a fully completed copy of an REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) with the AUTHORIZED TOTAL COSTS dollar amount shown therein in an amount not less than estimated ACTUAL TOTAL COSTS discussed with the SHERIFF for POLICE PROTECTION at the specified EVENTS. The COMPANY agrees to provide the 0.C.S.D. with as much advance notice as reasonably possible of EVENTS at which 0.C.S.D.'s POLICE PROTECTION services are to be requested. 5. Following any EVENT at PINE KNOB at which any DEPUTY provided any POLICE PROTECTION services, the 0.C.S.D. shall forward a statement to the COMPANY which identifies the ACTUAL TOTAL COSTS incurred by the 0.C.S.D. for POLICE PROTECTION services for the particular EVENT at PINE KNOB. The COMPANY agrees to reimburse and pay to the COUNTY an amount equal to either the ACTUAL TOTAL COSTS shown in this statement, or the AUTHORIZED TOTAL COSTS contained in the applicable REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) submitted by the COMPANY for that same EVENT, whichever amount is less, within thirty (30) calendar days after the date of the statement. 6. The 0.C.S.D. agrees that upon request any 0.C.S.D. payroll policies, payroll or attendance records, procedures, employment contracts, etc., applicable to the determination of the ACTUAL TOTAL COSTS to be reimbursed and paid to the COUNTY by the COMPANY pursuant to this CONTRACT, shall be made available by appointment by the 0.C.S.D. for inspection by the COMPANY. 7. The COMPANY may withdraw any REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) that it submitted pursuant to this CONTRACT at any time prior to that particular EVENT 2 CONTRACT FOR PINE KNOB POLICE PROTECTION by delivering written notice to the SHERIFF as provided for in this CONTRACT; however, the COMPANY shall remain obligated to reimburse the 0.C.S.D. for any and all ACTUAL TOTAL COSTS for any POLICE PROTECTION services for the EVENT incurred by the 0.C.S.D. prior to the delivery of the written withdrawal notice. 8. The COMPANY hereby agrees that any COMPANY AGENT(S) submitting an REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) to the 0.C.S.D. shall be presumed to have been authorized by the COMPANY to submit same, and the COMPANY agrees to waive any argument or defense based, in any way, upon any mistake or upon any COMPANY AGENT(S)' lack of proper authorization to either request 0.C.S.D. POLICE PROTECTION services or obligate the COMPANY to reimburse the 0.C.S.D. for any ACTUAL TOTAL COST incurred under the terms of this CONTRACT. 9. Upon receipt of a fully executed REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) for a particular EVENT at PINE KNOB, and, thereafter, subject to the SHERIFF'S sole discretion and judgment as to the prioritization of his law enforcement resources, his evaluation of Oakland County's immediate law enforcement needs, and his determination as to the allocation of 0.C.S.D. law enforcement personnel at that time that best serves the interests of the citizens of Oakland County and the 0.C.S.D., the SHERIFF may assign, on an overtime basis, DEPUTIES in such number(s) and rank(s) as the SHERIFF shall solely determine to be appropriate, necessary, and/or otherwise available to provide supplemental, temporary POLICE PROTECTION at any PINE KNOB EVENT. 10. The COMPANY acknowledges and agrees that there may be circumstances beyond the SHER IFFs control when, the SHERIFF, in his sole discretion and judgment as to the prioritization of his law enforcement resources, his overall evaluation of Oakland County's immediate law enforcement needs, and his determination as to the allocation of 0.C.S.D. law enforcement personnel at that time to best serve the citizens of Oakland County, the SHERIFF and/or the 0.C.S.D. may be unable to assign any or all of the DEPUTIES contemplated to provide POLICE PROTECTION at PINE KNOB for any EVENT(S) during the term of this CONTRACT. The COMPANY acknowledges and agrees that this CONTRACT, does not, and is not intended to, create either any absolute right in favor of the COMPANY, or any corresponding absolute duty or obligation upon the SHERIFF or the 0.C.S.D., to guarantee that any specific Number(s) or Rank(s) of DEPUTIES will be present to provide POLICE PROTECTION services at PINE KNOB at any time. The COMPANY acknowledges and agrees that the 0.C.S.D.'s good faith and reasonable efforts to cooperate with the COMPANY in providing POLICE PROTECTION and to develop the necessary schedules, budgets and plans to enable it to provide the Number(s) and Rank(s) of DEPUTIES contemplated at the numerous anticipated PINE KNOB EVENT(S) and the promised professionalism of the 0.C.S.D. in these regards, as demonstrated throughout previous similar agreements, are appropriate and adequate consideration to justify the COMPANY'S decision to enter into this CONTRACT. The COMPANY hereby agrees to waive any and all CLAIM(S) against the SHERIFF or the 0.C.S.D. which arise in connection with, or as a result of, any alleged 0.C.S.D. failure to provide adequate POLICE PROTECTION services at PINE KNOB. 11. The SHERIFF agrees that, in the event the SHERIFF is unable to provide any or all DEPUTIES necessary to supplement the existing available local POLICE PROTECTION at any particular PINE KNOB EVENT, he shall verbally communicate that fact to the COMPANY as soon as such fact becomes reasonably known to him. 12. The SHERIFF and the COUNTY reserve to themselves any rights and obligations relating to the provision of any and all police and/or governmental law enforcement services, and this CONTRACT does not, and is not intended to, diminish, delegate, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, capacity, immunity, or character of office of either the SHERIFF, the COUNTY, and/or any DEPUTY. 3 CONTRACT FOR PINE KNOB POLICE PROTECTION 13. The COMPANY and the 0.C.S.D. agree that neither the 0.C.S.D. nor any DEPUTY, by virtue of this CONTRACT, or otherwise, shall be considered or asserted to be an employee, contractor, sub- contractor, partner, joint venturer, representative, or agent of the COMPANY, and further agree that, at all times and for all purposes under the terms of this CONTRACT, the 0.C.S.D.'s and all DEPUTIES' relationship to the COMPANY shall be controlled and governed by the terms of this CONTRACT and Attachment D, 0.C.S.D. INDEPENDENT STATUS. 14. The COMPANY agrees that this CONTRACT does not, and is not intended to, create, by implication or otherwise, any specific, direct or indirect obligation, duty, promise, benefit, and/or special right to any POLICE PROTECTION services or governmental law enforcement protection in favor of the COMPANY, any COMPANY AGENT(S), and/or any patron or other person attending any EVENT. Further the COMPANY agrees that at all times, and for any and all purposes under this CONTRACT, the 0.C.S.D. and/or any DEPUTY present at any PINE KNOB EVENT shall be present strictly and solely to perform such POLICE PROTECTION services and governmental law enforcement function authorized by law to and for the benefit of the general public and, under no circumstances shall any DEPUTY undertake any activity or duty on behalf of the COMPANY or provide any particular or specific service or benefit to or for the COMPANY, any COMPANY AGENT(S), or any patron or other person attending any EVENT. 15. The COMPANY agrees that this CONTRACT does not, and is not intended to, transfer, delegate, or assign to the COUNTY, the SHERIFF, and/or any COUNTY AGENT(S) any civil or legal responsibility, obligation, duty of care, or liability associated with the ownership, maintenance, or operation of PINE KNOB. The COMPANY agrees that it shall, at all times and under all circumstances, remain solely and exclusively responsible for any and all costs, obligations, and/or civil liabilities associated with owning and operating PINE KNOB and/or permitting any EVENT to be held at PINE KNOB, including, but not limited to, the provision of any Emergency Medical Treatment, rendering any first aid or medical treatment facilities, providing or implementing any fire or emergency evacuation plans or procedures, providing for basic crowd control, security services or obligations, safety functions, and/or any other activity associated with any EVENT at PINE KNOB which is not within the definition of POLICE PROTECTION or otherwise a governmental law enforcement function under the terms of this CONTRACT and which is not under the control and direction of the 0.C.S.D. The COMPANY further agrees that it shall not reduce, eliminate, or otherwise fail to provide, in any way, the same number(s) and type(s) of security, emergency, or other personnel and/or the scope of security and emergency service(s) or protection(s) that the COMPANY normally provides to any COMPANY AGENT(S) or any person attending any EVENT, due to the presence of the 0.C.S.D. and/or any DEPUTY at any EVENT. 16. The COMPANY agrees that no COMPANY AGENT(S) (as defined in Attachment A), either as a result of or arising out of any act(s) by any person in the performance of any duty under this CONTRACT, shall be considered or asserted to be an employee of the 0.C.S.D. The COMPANY agrees that it shall be solely and completely liable for any and all COMPANY AGENT(S)' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, worker's disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any COMPANY AGENT(S)' employment status or any alleged violation of any COMPANY AGENT(S)' statutory, contractual, or constitutional rights by the COMPANY, the COUNTY or any COUNTY AGENT(S). The COMPANY agrees to indemnity and hold harmless the COUNTY and/or any COUNTY AGENT(S) from and against any and all CLAIM(S) which are imposed upon, incurred by, or asserted against the COUNTY and/or any COUNTY AGENT(S) by any COMPANY AGENT(S) which are based upon, result from, or arise from, or are in any way related to any COMPANY AGENT(S)' wages, compensation, benefits, or other employment-related rights, including, but not limited to, those described in this Paragraph. 4 CONTRACT FOR PINE KNOB POLICE PROTECTION 17. The COMPANY agrees that it shall be solely and exclusively responsible, during the term of this CONTRACT, for guaranteeing that all COMPANY AGENT(S): (a) follow all lawful orders of any DEPUTY performing any duties under this CONTRACT; (b) fully cooperate with all DEPUTIES in providing any POLICE PROTECTION services pursuant to this CONTRACT; and (c) conform their activities to comply with the terms of this CONTRACT, including, but not limited to, the understanding in Attachment D. 18. The COMPANY freely and voluntarily consents to and agrees that the 0.C.S.D. and all DEPUTIES, while providing POLICE PROTECTION services under the terms of this CONTRACT, shall have free and open access to any and all premises, areas and locations comprising PINE KNOB. The COMPANY hereby agrees to waive its right, CLAIM(S), defense, or objection, of any kind and nature whatsoever, based upon any "reasonable expectation of privacy", right to privacy, any alleged illegal search and/or seizure, any alleged privacy rights under the state or federal Constitution, applicable statutes, or the common law, including, but not limited to, any alleged tortious invasion of privacy by the 0.C.S.D. and/or any DEPUTY. Notwithstanding the foregoing, the 0.C.S.D. agrees that by Artist contract, certain areas of PINE KNOB shall be restricted to COUNTY AGENT(S). The 0.C.S.D. will assure that all COUNTY AGENT(S) at PINE KNOB abide by the COMPANY policies with respect to these restrictions, except where there is evidence or circumstances to indicate that a crime is being committed, or is about to be committed, in a restricted area. 19. The COMPANY agrees, at its sole cost and expense, to purchase and maintain the COMPANY PROVIDED INSURANCE coverage(s) shown in Attachment E, in the minimum coverage amounts indicated, for the entire duration of this CONTRACT as set forth in Attachment E. 20. This CONTRACT does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind, in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably, or otherwise subrogated to any indemnification or any other right provided under the terms of this CONTRACT. 21. The COMPANY agrees that it may not assign, delegate, contract, subcontract or otherwise, transfer, promise, commit, or loan any 0.C.S.D.'S or any DEPUTY'S POLICE PROTECTION services or duties under this CONTRACT to any other person and/or public or private corporation, entity, or organization of any kind. 22. The COMPANY represents and warrants that it has reviewed all of its current or proposed lease and licensing agreements with its patrons, concessionaires, promoters, vendors, and other persons who are or may become contractually involved with the COMPANY for any EVENT or activity at PINE KNOB, and hereby represents and warrants that the COMPANY does not have, and will not in the future have, any other contractual agreement that will in any manner restrict, interfere with, or prohibit the COMPANY, any COMPANY AGENT(S), or any other person from complying with the COMPANY's obligations and duties as set forth in this CONTRACT. 23. The COMPANY agrees that it shall promptly deliver to the 0.C.S.D. written notice and copies of any CLAIM(S), complaint(s), charge(s), or any other accusation(s) or allegation(s) of negligence or other wrongdoing, whether civil or criminal in nature, that the COMPANY becomes aware of which involves in any way the 0.C.S.D. or any DEPUTY. The COMPANY agrees to cooperate with the 0.C.S.D. in any investigation conducted by the 0.C.S.D. into any act(s) or work performance of any DEPUTY. 24. Subject to the following Paragraph, this CONTRACT shall become effective on May 26, 1994, and shall remain in effect continuously until it expires without any further act or notice being required of any party at 11:59 p.m. on December 31, 1995. Either the COUNTY, the SHERIFF, or the COMPANY may cancel this CONTRACT for any reason without incurring any penalty or liability to any party as a result, before its December 31, 1995 scheduled expiration by delivering a written notice of cancellation of this 5 CONTRACT FOR PINE KNOB POLICE PROTECTION CONTRACT to the other two parties at least thirty (30) days before the effective date of cancellation (which cancellation date shall be clearly stated in this written notice), and at 11:59 P.M. on the stated effective date of cancellation this CONTRACT shall be canceled. 25. The parties shall send, by first class mail, all correspondence and written notices required or permitted by this CONTRACT to each of the signatories of this CONTRACT, or any signatory successor in office, to the addresses shown in this CONTRACT. Except as otherwise provided for herein, all correspondence or written notices shall be considered delivered to a party as of the date that such notice is deposited with sufficient postage, with the U.S. Postal Service. Any REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) and/or any subsequent withdrawal thereof submitted by the COMPANY under the terms of this CONTRACT shall not be mailed but shall be delivered either in person or by fax (i.e., telephone facsimile) to the SHERIFF or his designated representative during regular office hours. A fax shall not be considered delivered to the SHERIFF, or his designated representative, until the COMPANY receives a written confirmation, signed by either the SHERIFF or his designated representative, acknowledging that the REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) and/or a subsequent withdrawal of same was received by the 0.C.S.D. 26. This CONTRACT is made and entered into in the State of Michigan and shall in all respects be interpreted, enlorced and governed under the laws of the State of Michigan. The language of all parts of this CONTRACT is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this CONTRACT, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. 27. Absent an express written waiver, the failure of any party to pursue any right granted under this CONTRACT shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this CONTRACT. No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 28. The COUNTY, the SHERIFF, and the COMPANY acknowledge that this CONTRACT shall be binding upon each of them and, to the extent permitted by law, upon their administrators, representatives, subsidiaries, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 29. This CONTRACT, consisting of a total of Fifteen (15) pages (including Attachments A, B, C, D, and E which are all hereby incorporated into and made part of this CONTRACT), sets forth the entire agreement for increased POLICE PROTECTION for any EVENT at PINE KNOB between the 0.C.S.D. and the COMPANY and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the 0.C.S.D. and the COMPANY in any way related to the subject matter hereof, except as expressly stated herein. This CONTRACT shall not be changed or supplemented orally and may be amended only by concurrent resolutions of the Oakland County Board of Commissioners and the COMPANY Board of Directors. 30. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this CONTRACT, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY, the SHERIFF, and the COMPANY hereby agree and promise to be bound by the terms and provisions of this CONTRACT. 6 WITNESS: ARENA ASSOCIATES, INC., a Michigan Corporation RRY,P(CRAKE, Chairperson, Board of Commissioners -77n WITNESS: N F. NICHOLS, land County Sheriff CONTRACT FOR PINE KNOB POLICE PROTECTION IN WITNESS WHEREOF, THOMAS S. WILSON, President and CEO, of ARENA ASSOCIATES, INC., hereby acknowledges that he has corporate authority to execute this CONTRACT on behalf of ARENA ASSOCIATES, INC., a Michigan Corporation, and hereby accepts and binds ARENA ASSOCIATES, INC., to the terms and conditions of this CONTRACT on this ..2L day of rt-7 7 , 1994. By: )(----- THOMAr S. WILSON, Presid e and CEO IN WITNESS WHEREOF, LARRY P. CRAKE, Chairperson of the Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this CONTRACT on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds the OF OAKLAND to the terms and conditions of this CONTRACT on this r% day of /7771-17 , 1994. WITNESS: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation IN WITNESS WHEREOF, JOHN F. NICHOLS, in his official capacity as the Oakland County Sheriff, a Michigan Constitutional Officer, hereby accepts and bins the Office of the Oakland County Sheriff to the terms and conditions of this CONTRACT on this 40 day of 111)41/ , 1994. 7 CONTRACT FOR PINE KNOB Attachment A POLICE PROTECTION CONTRACT DEFINITIONS In addition to the terms and expressions "COUNTY", "SHERIFF", "OAKLAND COUNTY SHERIFF'S DEPARTMENT or 0.C.S.D.", and "COMPANY" which are defined in the CONTRACT, the COMPANY and the 0.C.S.D. agree that for all purposes, and as used throughout this CONTRACT and all Attachments hereto, the words and expressions below are also defined terms under this CONTRACT. The COMPANY and the 0.C.S.D. also agree that whenever any defined term or expression is printed in all uppercase characters, and/or whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, it shall be defined, read, and interpreted as provided for in this CONTRACT. A 1. "POLICE PROTECTION" shall be defined to include the responsibility for the prevention and detection of crime and the enforcement of the general criminal laws of this state and the motor vehicle and traffic laws of this state, including, but not limited to, road patrol, crime detection, crime prevention, and criminal apprehension, and/or response to any emergency or non-emergency which, in the sole judgment of any DEPUTY, appears to require the presence, attention, or services of any DEPUTY to address, respond, or attend to any issue, event, or circumstance involving public safety, a breach of peace, public health, an accident or accidental injury, and related law enforcement functions as authorized and/or mandated by law but shall not include any responsibility or job duty of the COMPANY or any COMPANY AGENT(S) including, but not limited to, gate attendants, ticket sellers, ticket takers, ushers, directors, supervisors, parking attendants, managers, nurses, emergency medical personnel or technicians, security guards, safety personnel, complaint adjusters, or any other plant, operational, or administrative personnel who perform any general crowd control and supervision functions, search any packages and/or patrons for objects such as bottles, cans, cameras, weapons, or tape recorders, remove any objectionable patrons, signs or displays, determine any persons admissibility to EVENTS, traffic control and supervision on COMPANY owned and operated property, become involved in any dispute resolution with any COMPANY AGENT(S) and/or patrons or any person attending any EVENT, or enforce any COMPANY or PINE KNOB rule, policy, or regulation unless such activity is for the prevention of crime and the enforcement of the general criminal laws including, but not limited to, criminal property trespass. A 2. "PINE KNOB" shall be defined as the outdoor entertainment theater and pavilion itself, including all appurtenant buildings and structures, as well as any interior rooms, press boxes, control rooms, medical and first aid areas, hospitality and VIP areas, concession and novelty areas, security and control rooms, offices, closets, storage areas, lockers and rest rooms, and other enclosed areas and personal property or motor vehicles thereon, as well as all other private and personal property, and surrounding open spaces and lands located at 7773 Pine Knob Road, Independence Township, Michigan, which are either owned, operated, or under the control or supervision of the COMPANY, and all immediately surrounding public roads, walkways and bridges which are occupied or carry persons or vehicles to or from EVENTS at PINE KNOB. A 3. "EVENT" or "EVENTS" shall be defined as any and all productions, performances, concerts, demonstrations, shows, ceremonies, and/or any other activity for which PINE KNOB is either used, leased or occupied. A 4. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the 0.C.S.D. becomes legally and/or contractually obligated to pay, or any other liabilities of any kind whatsoever whether direct, indirect or consequential whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 8 CONTRACT FOR PINE KNOB Attachment A POLICE PROTECTION A 5. "COMPANY AGENT(S)" shall be defined to include any and all COMPANY officers, directors, board members, employees, managers, departments, divisions, volunteers, agents, and representatives of the COMPANY, as well as any COMPANY licensee, concessionaire, contractor, subcontractor, vendor, subsidiary, joint venturer or partner, and/or any such persons, successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them and/or the COMPANY. A 6. "DEPUTY" or "DEPUTIES", whether or not preceded by the term SHERIFF or 0.C.S.D., shall be defined to include the Undersheriff, any Major, Captain, Lieutenant, Sergeant, Deputy II, Deputy I, Detective Sergeant, or any other person or persons of any rank, classification, or title who, pursuant to state law, is a sworn Deputy of the SHERIFF. A 7. "COUNTY AGENT(S)" shall be defined to include the OAKLAND COUNTY SHERIFF, SHERIFF JOHN F. NICHOLS, and any and all other COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, trustees, volunteers, employees (including any and all DEPUTIES), agents, representatives, contractors, predecessors, successors, assigns, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and any and all persons acting by, through, under, or in concert with any of them. A 8. "ACTUAL TOTAL COSTS" shall be defined to include the total costs actually incurred by the 0.C.S.D. attributable to the assignment of any and all DEPUTIES to provide increased POLICE PROTECTION for any EVENT at PINE KNOB, and which shall be calculated based upon the total Actual Number of Hours (including any part of any hour) worked by any and all DEPUTIES in providing POLICE PROTECTION at any PINE KNOB EVENT, multiplied by the applicable Overtime Cost Rate. For purposes of the above ACTUAL TOTAL COSTS computation, the Overtime Cost Rate shall be the most recent applicable hourly rate established for contracts such as this CONTRACT by the Oakland County Board ot Commissioners (which may be subject to change during the term of this CONTRACT), which, in turn, is based upon any DEPUTY job classification's actual hourly overtime wage rate and shall also include an additional prorated factor in recognition of applicable average DEPUTY fringe benefit, equipment, and supply costs incurred by the 0.C.S.D. For purposes of computing the above ACTUAL TOTAL COSTS, the total Actual Number of Hours worked by any DEPUTY shall include not only all hours worked in providing direct POLICE PROTECTION for any EVENT at PINE KNOB, but shall also include any time spent in the following activities: (a) any time expended transporting any person arrested by any DEPUTY during the course of providing POLICE PROTECTION at PINE KNOB to the Oakland County Jail, in Pontiac, Michigan, including any reasonable length of time spent at the Oakland County Jail by any DEPUTY while booking such person(s); (b) any minimum call—in or overtime hours guaranteed to DEPUTIES under any applicable union or employment contract, and/or (c) the performance of any POLICE PROTECTION related duty or obligation which takes any DEPUTY away from PINE KNOB but which began or arose while any DEPUTY was providing POLICE PROTECTION at the PINE KNOB (i.e. hot pursuit, transporting a person for medical attention, an automobile accident occurring on the public road immediately outside PINE KNOB grounds, etc.). A 9. "AUTHORIZED TOTAL COSTS" shall be defined as the amount entered by the COMPANY on any applicable REQUEST FOR PINE KNOB POLICE PROTECTION (Attachment C) in the blank provided for AUTHORIZED TOTAL COSTS. 9 CONTRACT FOR PINE KNOB Attachment B POLICE PROTECTION ADDITIONAL ACKNOWLEDGMENTS In addition to the INTRODUCTORY STATEMENTS contained at the beginning of this CONTRACT, the COMPANY, the COUNTY, and the SHERIFF further agree that this CONTRACT is premised upon the following understandings, agreements and acknowledgments: B 1. The SHERIFF, subject to the limits of available DEPUTIES and budget constraints, is authorized by law to provide law enforcement and POLICE PROTECTION throughout the jurisdiction and territorial limits of Oakland County and is authorized to maintain law and order within areas of his jurisdiction which may be inadequately policed and which may require added vigilance to monitor possible criminal activity. B 2. Many EVENTS at PINE KNOB, because of their special and occasional nature, the gathering of exceptionally large numbers of persons, and the consumption of alcohol on the premises, presents such unusual circumstance which justify increased and supplemental POLICE PROTECTION. B 3. The COMPANY has confirmed that the existing local police resources serving PINE KNOB, under the unusual circumstances created by certain PINE KNOB EVENTS, do not have sufficient law enforcement personnel and/or police staffing and/or budget flexibility to provide all of the POLICE PROTECTION which may be required at certain PINE KNOB EVENTS. B 4. The COMPANY acknowledges that the same fiscal and practical restrictions which limit the availability of local police resources also limit the ability of the SHERIFF to reassign DEPUTIES to provide POLICE PROTECTION at PINE KNOB as part of their normal shift assignments and duties. However, the COMPANY acknowledges that because of the relatively large number of DEPUTIES the 0.C.S.D. employs and because many of the DEPUTIES normal work assignments and duties such as prisoner pick—ups, jail activity, court appearances, and all court support functions (i.e. courthouse security, escorting prisoners to trial, etc.) normally occur between the hours of 8:30 a.m. and 5:00 p.m., Monday through Friday, which is not when PINE KNOB EVENTS and consequential POLICE PROTECTION needs typically occur, and that the 0.C.S.D. may be able to provide supplemental POLICE PROTECTION at PINE KNOB EVENTS on an overtime basis. B 5. The COMPANY acknowledges that, except for the prohibitive expense to the COUNTY, the SHERIFF may be able, for most PINE KNOB EVENTS, to assign, on an overtime basis, DEPUTIES who have already completed their normal workday and/or work week to provide POLICE PROTECTION at certain EVENTS, without otherwise unduly interfering with efficiency, morale, and readiness of the 0.C.S.D. or its ability to meet its other law enforcement responsibilities. B 6. The COMPANY, in recognition of the fiscal limitations of law enforcement budgets, in general, and the 0.C.S.D., in particular, and in recognition of the special demands and needs for increased POLICE PROTECTION at its EVENTS at PINE KNOB placed upon law enforcement, agrees to reimburse the COUNTY for all COUNTY costs specifically incurred by the 0.C.S.D. in providing DEPUTIES, on an overtime basis, to supplement POLICE PROTECTION at specified EVENTS at PINE KNOB. B 7. The COMPANY has, to its satisfaction, examined the 0.C.S.D.'S wage and cost structures and acknowledges and agrees the reimbursement that the COMPANY is to pay to the COUNTY under the terms of this CONTRACT is not intended to result in any net financial gain or profit for the COUNTY, but is established to guarantee that the 0.C.S.D. is fully reimbursed for any and all salary costs, on an overtime basis, and other fringe benefit costs and expenses that the COUNTY is required to pay to, or on behalt of, any DEPUTIES providing supplemental POLICE PROTECTION for specified EVENTS at PINE KNOB. 10 CONTRACT FOR PINE KNOB Attachment B POLICE PROTECTION B 8. The 0.C.S.D. and the COMPANY agree and acknowledge that the supplemental POLICE PROTECTION activities provided for under the terms of this CONTRACT are strictly limited to those governmental law enforcement functions authorized by law and the POLICE PROTECTION provided for under this CONTRACT are exclusively governmental activities and functions of the type and nature that would be normally supported by tax dollars, and that this CONTRACT simply acknowledges the unusual circumstances and increased law enforcement needs and demands created by EVENTS at PINE KNOB and the corresponding increased financial burden on government law enforcement agencies created by such EVENTS. B 9. The 0.C.S.D. and the COMPANY agree and acknowledge that the sole purpose of this CONTRACT is to provide governmental law enforcement, crime prevention and POLICE PROTECTION services only, and that these activities are not engaged in primarily for profit, and that neither party expects or anticipates that 0.C.S.D. will realize any profit or direct financial benefit as a result of this CONTRACT. B 10. The COMPANY and the 0.C.S.D. acknowledge that the supplemental POLICE PROTECTION and governmental law enforcement activities provided for under this CONTRACT could not be provided without the financial support of the taxpayers of Oakland County who primarily fund the operation of the 0.C.S.D. The COMPANY and the 0.C.S.D. acknowledge that without taxpayer underlying support any and all reimbursement paid by the COMPANY could not support the annual cost to the COUNTY of a fraction of the costs incurred in training, equipping, clothing, and paying the DEPUTIES providing POLICE PROTECTION at PINE KNOB. 11 CONTRACT FOR PINE KNOB Attachment C POLICE PROTECTION REQUEST FOR PINE KNOB POLICE PROTECTION TO: JOHN F. NICHOLS, Oakland County Sheriff OAKLAND COUNTY SHERIFFS DEPARTMENT 1201 N. Telegraph Road Pontiac, MI 48341-1044 Phone: 858-5001; Fax: 858-1012 FROM: PALACE OF AUBURN HILLS Two Championship Drive Auburn Hills, MI 48326 Phone: (810) 377-0125; Fax: (810) 377-2534 Subject to all of the terms and conditions of our current CONTRACT FOR PINE KNOB POLICE PROTECTION, this memorandum will confirm recent discussions between ARENA ASSOCIATES, INC. and the OAKLAND COUNTY SHERIFF'S DEPARTMENT regarding POLICE PROTECTION needs for the following EVENT at PINE KNOB: EVENT: DATE OF EVENT: Please be advised that the ARENA ASSOCIATES, INC. concurs with the OAKLAND COUNTY SHERIFFS DEPARTMENT assessment of the appropriate number(s), rank(s), and hour(s) of overtime work that must be assigned to SHERIFF'S DEPUTIES in order to provide adequate POLICE PROTECTION at the above EVENT. The COMPANY also acknowledges being provided with the latest Oakland County Board of Commissioners established overtime wage, fringe benefit, and equipment rates, to be used in computing the ACTUAL TOTAL COSTS incurred by the COUNTY for all DEPUTY POLICE PROTECTION services at the above EVENT. Based upon the SHERIFF'S assessment of POLICE PROTECTION needs for the above EVENT and the estimated ACTUAL TOTAL COSTS expected to be incurred by the COUNTY in providing POLICE PROTECTION services at the above EVENT, and subject, without modification, to all of the terms and conditions of the existing CONTRACT FOR PINE KNOB POLICE PROTECTION, ARENA ASSOCIATES, INC. hereby agrees to reimburse and pay to the COUNTY OF OAKLAND the following AUTHORIZED TOTAL COSTS $ , or the ACTUAL TOTAL COSTS incurred by the COUNTY OF OAKLAND for all POLICE PROTECTION services provided at the above EVENT, whichever amount is less. ARENA ASSOCIATES, INC. By: Date 12 CONTRACT FOR PINE KNOB Attachment D POLICE PROTECTION 0.C.S.D. INDEPENDENT STATUS O 1. The COMPANY agrees and warrants that, at all times and for all purposes relevant to this CONTRACT, the 0.C.S.D. shall remain the sole and exclusive employer of all DEPUTIES and that the 0.C.S.D. shall remain solely and exclusively responsible for the direct payment to any DEPUTY of any DEPUTY'S wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based, in any way, upon any DEPUTY'S status as an employee of the 0.C.S.D. D 2. The COMPANY agrees and warrants that it shall not grant, give, allow, pay, reimburse, compensate, or otherwise provide any wages, fringe benefits, privileges, gifts, equipment, personal property, supplies, benefits, entitlement, consideration (monetary or otherwise), or any other thing of value, either directly or indirectly, to, for the use by, or on behalf of, any individual DEPUTY, except that any money paid directly to the COUNTY by the COMPANY to reimburse the COUNTY for its costs pursuant to this CONTRACT shall not be deemed consideration paid by the COMPANY to any DEPUTY. D 3. The COMPANY and the 0.C.S.D. agree that this CONTRACT does not, and is not intended to create, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner or form: (a) any right, privilege, benefit, or any other term(s) or condition(s) of employment, of any kind or nature whatsoever, in, upon, or for any DEPUTY and/or any DEPUTY'S agents, representatives, unions, or the successors or assigns of any of them; (b) any applicable 0.C.S.D. employment and/or union contract(s); (c) any level(s) or amount(s) of DEPUTY supervision, standard(s) of performance, training and education standard(s); and/or (d) any 0.C.S.D. rule(s), regulation(s), hours of work, shift assignment(s), order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the 0.C.S.D. and/or all conduct and actions of all DEPUTIES. D 4. The COMPANY and the 0.C.S.D. agree that this CONTRACT does not, and is not intended to, limit, modify, control, or otherwise affect in any manner the SHERIFF's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which in any way governs or controls any activity of all DEPUTIES. The COMPANY further agrees that this CONTRACT does not obligate or require the SHERIFF or the 0.C.S.D. to change, alter, modify, use, or develop any different or special POLICE PROTECTION policies, practices or procedures for use at PINE KNOB. O 5. The COMPANY agrees that this CONTRACT does not, and is not intended to include any 0.C.S.D. warranty, promise, or guaranty, either express or implied, of any kind or nature whatsoever, in favor of the COMPANY, any COMPANY AGENT(S), or any person attending any EVENT at PINE KNOB, that any POLICE PROTECTION provided by the 0.C.S.D. under the terms and conditions of this CONTRACT will result in any specific reduction or prevention of any criminal activity at any EVENT at PINE KNOB, or any other such performance—based outcome. D 6. Under the terms of this CONTRACT, the COMPANY agrees and promises that no DEPUTY shall be asked or required to perform any services directly for the COMPANY or otherwise be available to perform any other work or assignments from the COMPANY or be expected to perform any acts other than governmental law enforcement functions, crime prevention or POLICE PROTECTION, and that no DEPUTY shall be employed in any manner or capacity by the COMPANY. 13 CONTRACT FOR PINE KNOB Attachment D POLICE PROTECTION D 7. The COMPANY agrees that neither the COMPANY nor any COMPANY AGENT(S) shall otherwise provide, furnish or assign any DEPUTY with any job instructions, job descriptions, job specifications, or job duties, or, in any manner attempt to control, supervise, train, or direct any DEPUTY in the performance of any 0.C.S.D. duty or obligation to provide POLICE PROTECTION under the terms of this CONTRACT. 14 CONTRACT FOR PINE KNOB Attachment E POLICE PROTECTION COMPANY PROVIDED INSURANCE E 1. The COMPANY agrees, at its sole cost and expense, to purchase and maintain the following insurance coverage(s), in the minimum coverage amounts indicated, for the entire duration of this CONTRACT and to provide the COUNTY with appropriate Certificates of Insurance. The COMPANY acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY'S Risk Management Division. a. Comprehensive General Liability Broad Form Endorsement in the minimum amount of $1,000,000.00 C.S.L., and with the following as minimum requirements: i. Broad Form Property damage; ii. Premises/Operations; iii. (Blanket) Broad Form Contractual; iv. Personal Injury — delete contractual exclusion "A" and employee exclusion "C"; and v. Additional Insured — The COUNTY OF OAKLAND, the 0.C.S.D. and all COUNTY AGENT(S) as defined in this CONTRACT to include, without limitation, all COUNTY elected and appointed officials and their employees and agents for CLAIM(S), actions, lawsuits, etc., arising out of the sole acts of the COMPANY and/or COMPANY AGENT(S). b. All Certificates of Insurance or self insurance shall contain the following clauses: i. "The insurance company(s) issuing the policy or policies shall have no recourse against the COUNTY OF OAKLAND for payment of any premiums or for assessments under any form of policy."; ii. "Any and all deductibles in the above described insurance policies shall be assumed by and be for the account of, and at the sole risk of, the COMPANY"; and c. All Certificates of Insurance are to provide 30 days notice of material change or cancellation. All Certificates of Insurance must be provided no less than ten (10) working days before commencement of date of this CONTRACT to the COUNTY'S Risk Management Division. Insurance carriers, coverage(s), and policy limits are also subject to the approval of the COUNTY'S Risk Management Division as to conformity with the requirements of this CONTRACT. 15 Resolution #94162 May 26,1994 Moved by Obrecht supported by Palmer the resolution be adopted. AYES: Schmid, Taub, Aaron, Crake, Dingeldey, Douglas, Garfield, Gosling, Huntoon, Johnson, Kaczmar, Kingzett, Law, McCulloch, Miltner, Moffitt, Obrecht, Palmer, Pernick, Powers. (20) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. OREGOING RESOLUTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on May 26, 1994 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and aAi.xed the seal of the County of Oakland at Pontiac, Michigan this 26th day o Y Lynq(D. Allen, County Clerk